What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-17 · 234 added, 249 removed, 627 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance,

management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

1 unchanged sentence

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of December 31, 2020, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2021.

As of December 31, 2022, our management, with the participation of our Chief Executive Officer and Vice President, Finance and Administration, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Vice President, Finance and Administration, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Vice President, Finance and Administration concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f) as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Internal control over financial reporting is defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f) as a process designed by, or under the supervision of, our Chief Executive Officer and Vice President, Finance and Administration to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

3 unchanged sentences

In adopting the 2013 Framework, management assessed the applicability of the principles within each component of internal control and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented.

Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.

Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Vice President, Finance and Administration, concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

1 unchanged sentence

Changes in Internal Control Over Financial Reporting.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial

reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and our Vice President, Finance and Administration, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control

over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

Chief Executive Officer

Chief Financial Officer

Vice President, Operations

Mina Pastagia, M.D.

Chief Medical Officer

Vice President, Finance and Administration

Non-Employee Directors

23 unchanged sentences

from UCLA studying oncogenes, and his drug development research experience includes hematopoietic growth factor discovery, oncology, auto-immune/inflammatory disorders, personalized medicine in inflammatory bowel disease and infectious diseases.

Martin has served as our Chief Financial Officer since January 2016.

Martin served as Senior Vice President and Chief Financial Officer of Applied Proteomics, Inc., a molecular diagnostics company, from December 2014 to August 2015.

From June 2011 to December 2014, Mr.

Martin served as Senior Vice President and Chief Financial Officer of Apricus Biosciences, Inc., a publicly traded pharmaceutical company, and served as the Interim Chief Executive Officer of Apricus from November 2012 through March 2013.

From 2008 to January 2011, Mr.

Martin served as Senior Vice President and Chief Financial Officer of BakBone Software, a publicly traded software company.

During his final 10 months with BakBone until the company’s acquisition in January 2011, Mr.

Martin also served as BakBone’s Interim Chief Executive Officer.

From 2005 to 2007, Mr.

Martin served as Chief Financial Officer of Stratagene Corporation, a publicly traded research products and clinical diagnostics company.

Martin’s previous

experience also includes serving as Controller with Gen-Probe Incorporated, a publicly traded molecular diagnostics company, as well as 10 years with Deloitte & Touche LLP, a public accounting firm.

Martin currently serves on the board of directors of Ensysce Biosciences, where he has served since 2020.

Martin holds a B.S.

degree from San Diego State University and is a certified public accountant (inactive).

Duane Morris has served as our Vice President, Operations since the Merger.

He previously led the production, quality, facilities and clinical operations areas for C3J from December 2011 to May 2019.

Prior to joining C3J, Mr.

Morris was the Chief Operating Officer at Response Biomedical Corp.

in Vancouver, Canada from February 2007 to October 2010, where he directed the expansion of manufacturing facilities and scale-up of in-vitro diagnostic products.

Prior to his tenure at Response Biomedical Corp., Mr.

Morris was responsible for all manufacturing and quality control activities for ID Biomedical Corporation from February 2003 until its acquisition by GlaxoSmithKline in 2005.

From 2005 to December 2006, Mr.

Morris served as general manager of GlaxoSmithKline Biologicals, in which role he was responsible for all North American Operations, which included influenza vaccine production for GlaxoSmithKline.

Morris started his career at Syntex Corporation (now Roche) in Palo Alto, where he spent 21 years in positions of increasing responsibility, ultimately becoming the Director of Pharmaceutical Manufacturing.

Morris earned his B.A.

in Management from Saint Mary’s College in Moraga, California.

Mina Pastagia, M.D.

has served as our Chief Medial Officer since January 2023.

Prior to that, she served as Senior Vice President of Clinical Development since October 2020.

Prior to joining Armata, Dr.

Pastagia served as Senior Medical Director, Infectious Diseases and Vaccines at Janssen Biopharma, a member of the Janssen Pharmaceutical Companies of Johnson & Johnson.

Since 2017, she let the design and execution of clinical trials for Janssen’s antiviral, antibacterial and immunology assets, and served as clinical leader for Respiratory Syncytial Virus, hepatitis B, and pathogen-specific bacteriophage therapy for certain indications.

Prior to Janssen, Dr.

Pastagia served as Translational Medicine Leader in Infectious Diseases, Immunology and Inflammation at Hoffmann-La Roche.

During that time, Dr.

Pastagia served as antibiotic therapeutic head and leader of disease area strategy, as well as team lead for the development of baloxavir for influenza.

Her prior experience also includes serving as Medial Director at Clinilabs, a global, full-service contract research organization, and as Associate Director of Clinical Development at ContraFect

Corporation, where she was responsible for the development of biologic anti-infectives, including bacteriophage lysin targeting Staphylococcus aureus bacteremia.

Prior to ContraFect, Dr.

Pastagia served as an Instructor of Clinical Investigation in Bacterial Pathogenesis and Immunology at The Rockefeller University.

Pastagia previously held adjunct appointments in the Division of Microbiology at The Rockefeller University and in the Division of Infectious Diseases at Weill Cornell Medical Center.

Pastagia is board certified in Internal Medicine and Infectious Disease, and is also a registered pharmacist in the State of New York.

She received her medical degree from SUNY Downstate Medical Center, completed her internship and residency in internal medicine at Boston University, and completed her fellowship in infectious diseases at Mount Sinai Medical Center.

Most recently she earned her Master’s degree in Clinical and Translational Science from The Rockefeller University.

Pastagia is a member of the Infectious Diseases Society of America (IDSA), American Society for Microbiology (ASM), the Association for Clinical and Translational Science (ACTS), and the Network on Antimicrobial Resistance in S.

aureous (NARSA).

Erin Butler has served as our Vice President of Finance and Administration since March 2022 and prior to her appointment, she served as our Senior Director, Corporate Controller since September 2017.

From June 2016 to September 2017, Ms.

Butler served as Assistant Controller of Inovio, Inc., a publicly traded biotechnology company focused on developing and commercializing DNA medicines for protection from infectious diseases and treatment of various cancers and HPV-associated diseases.

Butler’s previous experience includes serving as Assistant Controller of Apricus Biosciences, a publicly traded pharmaceutical company focused on innovative medicines in urology and rheumatology, and as an auditor for Deloitte and Touche, LLP, a public accounting firm.

Non-Employee Directors

13 unchanged sentences

Haimovitz was selected as a director because of his extensive leadership experience with biotechnology companies and his in-depth knowledge of the industry, as well as his experience serving on the boards of directors of various public and private companies.

Kostas , M.D.

has served as a member of our board of directors since February 2020.

Kostas has served as a member of our board of directors since February 2020.

He also currently serves as a director of Innoviva, Inc.

He is a Partner and Senior Managing Director at Sarissa Capital Management LP.

Sarissa Capital focuses on improving the strategies of companies to enhance shareholder value.

Sarissa Capital focuses on improving the strategies of companies to enhance stockholder value.

Prior to joining Sarissa Capital, Dr.

7 unchanged sentences

Kostas was selected as a director because of his extensive leadership experience with biotechnology companies and his in-depth knowledge of our business, strategy and management team, as well as his experience serving as a public company director.

Kramer has served as Senior Vice President, Chief Accounting Officer and Head of Global Business Services and Treasury of Biogen, a biopharma company, since January 2021.

Kramer h as served as Senior Vice President, Chief Accounting Officer and Head of Global Business Services and Treasury of Biogen, a biopharma company, since January 2021.

Kramer served as Biogen’s Vice President, Chief Accounting Officer from November 2018 to December 2020.

2 unchanged sentences

Prior to that, Ms.

Kramer was an audit partner at Deloitte & Touche LLP (Deloitte),

a professional services firm, from 2007 to 2014, including serving in Deloitte’s National Office Accounting Standards and Communications Group from 2007 to 2010.

Kramer was an audit partner at Deloitte & Touche LLP (Deloitte), a professional services firm, from 2007 to 2014, including serving in Deloitte’s National Office Accounting Standards and Communications Group from 2007 to 2010.

From 2005 to 2007 Ms.

4 unchanged sentences

She is a member of the Massachusetts Society of CPAs and the American Institute of CPAs.

She has served as a Board Member of Samsung Bioepis Co., LTD.

from July 2020 to Present, and as a Board member of the Center for Women and Enterprise from August 2020 – Present.

She previously served as a Board Member for the Massachusetts State Board of Accountancy from September 2011 to December 2015 and Probus Insurance Company Europe DAC, from 2016 to 2018.

She has served as a Board member of the Center for Women and Enterprise from August 2020 – Present.

She previously served as a Board Member of Samsung Bioepis Co., LTD.

from July 2020 to April 2022, the Massachusetts State Board of Accountancy from September 2011 to December 2015 and Probus Insurance Company Europe DAC, from 2016 to 2018.

Director Qualifications .

1 unchanged sentence

She has financial expertise, including a thorough understanding of financial statements, corporate finance and accounting and extensive experience with public companies, all of which makes her a valued member of the board of directors .

Patti , Ph.D.

has served as a member of the board of directors since the consummation of the Merger.

He also currently serves as President of JP Biotech Advisors, Inc., which provides strategic growth and drug development advice to emerging biotechnology companies.

Patti was Executive Chairman of AgiVax, Inc.

from November 2018 until August 2019, when he was appointed President and Chief Executive Officer and director of AgilVax, Inc., until July 2021.

Patti , has served as a member of the board of directors since the consummation of the Merger in May 2019.

In June 2022, Dr.

Patti was appointed President and Chief Executive Officer and director of Evecxia Therapeutics, Inc., and since February 2018, has been the President of JP Biotech Advisors, Inc., which provides strategic growth and drug development advice to emerging biotechnology companies.

Patti was Executive Chairman of AgilVax, Inc.

from November 2018 until August 2019, when he was appointed President and Chief Executive Officer and director, until July 2021.

From November 2012, Dr.

15 unchanged sentences

Patti was selected as a director because of his scientific knowledge and background and experience in developing numerous preclinical and clinical biopharmaceutical product candidates, as well as his senior management experience over the past decade in developing and implementing the business and financial strategies of emerging, publicly-traded biopharmaceutical companies and serving as a public company director.

Patrick served as our Chief Executive Officer and as a director from the consummation of the Merger through August 2021.

He previously served as President and Chief Executive Officer of C3J from 2010 until the consummation of the Merger, and as a member of C3J’s board of directors from 2009 until the consummation of the Merger.

Before joining C3J, Mr.

Patrick was the President and board member of ID Biomedical Corporation from 1994 until 2005, when the company was acquired by GlaxoSmithKline.

Prior to ID Biomedical Corporation, Mr.

Patrick was the Director of the Office of Intellectual Property Administration at the University of California, Los Angeles (“UCLA”), where he was responsible for the patenting and licensing of intellectual property arising out of UCLA.

Patrick has been involved in several start-ups and has helped raise over $600 million in equity or debt capital.

Patrick currently serves on the board of directors of AltPep Corporation, a private biotechnology company developing drugs for amyloid diseases.

He is also on the board of directors of the non-profit Foster Foundation.

Director Qualifications .

Patrick was selected as a director because of his extensive leadership experience with biotechnology companies and his in-depth understanding of our business, strategy and management team, as well as his experience serving as a public company director and executive officer.

Peterson , Ph.D.

has served as a member of the board of directors since October 2019.

Todd Peterson is Founder and Principal at GenApex Bio (GenApex Biotechnology Consulting), a board practice, investment and advisory services LLC based in Coronado, California.

Peterson has served as a member of the board of directors since October 2019.

Peterson is Founder and Principal at GenApex Bio (GenApex Biotechnology Consulting), a board practice, investment and advisory services LLC based in Coronado, California.

He has over 35 years of experience in biotechnology and life sciences research and development across the areas of molecular and cell biology, nucleic acids and genomics product and technology development.

1 unchanged sentence

Previously, Dr.

Peterson was Chief Scientific Officer at The Allen Institute in Seattle, Washington, overseeing science and technology strategy and growth initiatives across unit Institutes for Brain Science, Cell Science, Immunology, and the Paul G.

Peterson was Chief Scientific Officer at The Allen Institute in

Seattle, Washington, overseeing science and technology strategy and growth initiatives across unit Institutes for Brain Science, Cell Science, Immunology, and the Paul G.

Allen Frontiers Group.

10 unchanged sentences

in Molecular Biology and Biochemistry at the University of California, Santa Barbara.

Peterson also serves on the board of directors of the following private companies:

Peterson is co-founder of Barrier Bio, serves on numerous Scientific Advisory Boards, and serves on the Board of Directors of:

Molecular Assemblies, NanoCellect BioMedical, Inc.

and Center of Excellence for Engineering Biology.

and the Center of Excellence for Engineering Biology.

Director Qualifications .

8 unchanged sentences

Schlesinger rejoined Rockefeller University and began working with the International AIDS Vaccine Initiative as a Scientist in Vaccine Research and Design.

Schlesinger has been a member of Rockefeller University Hospital’s Institutional Review Board (“IRB”) (Ethics Committee) since 2003 and previously served as IRB’s vice-chairperson.

In 2017 she assumed the position of chairperson of the IRB.

Schlesinger has been a member of Rockefeller University Hospital’s Institutional Review Board (“Rockefeller IRB”) (Ethics Committee) since 2003 and previously served as Rockefeller IRB’s vice-chairperson.

In 2017 she assumed the position of chairperson of the Rockefeller IRB.

She is currently the director of the education and training programs at Rockefeller University Center for Clinical and Translational Science.

10 unchanged sentences

Schlesinger was selected as a director because of her extensive leadership experience with biotechnology companies and her in-depth knowledge of the industry, as well as her experience serving on the boards of directors of various public and private companies.

Our Nominating and Corporate Governance Committee seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business.

To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the board of directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who

also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the board of directors.

Our Nominating and Corporate Governance Committee seeks to assemble a board of directors (“Board of Directors”) that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business.

To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors.

The brief biographies below include information regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee.

However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the board of directors, and these views may differ from the views of other members.

However, each of the members of the Nominating and Corporate Governance Committee may have

a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

Board Composition

11 unchanged sentences

and are independent directors within the meaning of the applicable NYSE American exchange listing standards.

In making this determination, our board found that none of these directors or nominees for director had a material or other disqualifying relationship with us.

The board concluded that Mr.

Patrick and Dr.

Varnum are not an independent directors within the meaning of the applicable NYSE American exchange listing standards.

Patrick and Dr.

Varnum are not independent directors under these rules given their role as our former Chief Executive Officer and current Chief Executive Officer, respectively.

In making this determination, our Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with us.

The Board of Directors concluded that Dr.

Varnum is not an independent director within the meaning of the applicable NYSE American exchange listing standards.

Varnum is not independent director under these rules given their role as our Chief Executive Officer.

As required under applicable NYSE American rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

2 unchanged sentences

Board Leadership Structure

Our board of directors has an independent Chairman, Jules Haimovitz, who has authority, among other things, to call and preside over board meetings, to set meeting agendas and to determine materials to be distributed to the board of directors.

Our Board of Directors has an independent Chairman, Jules Haimovitz, who has authority, among other things, to call and preside over meetings of the Board of Directors, to set meeting agendas and to determine materials to be distributed to the Board of Directors.

Accordingly, the Chairman has substantial ability to shape the work of the Board of Directors.

1 unchanged sentence

As a general policy, the Board of Directors believes that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of the Board of Directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board of Directors as a whole.

Varnum serves as our Chief Executive Officer, while Mr.

Haimovitz serves as our Chairman of our board of directors.

We expect and intend the positions of Chairman of the Board of Directors and Chief Executive Officer to continue to be held by separate individuals in the future.

3 unchanged sentences

While the Board of Directors oversees our risk management, our management is responsible for day-to-day risk management processes, including, without limitation, strategic, operational, financial, regulatory and cyber-security risks that may exist from time to time.

The board of directors expects management to consider the risks of, and risk management in, each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the board of directors and its committees.

The Board of Directors expects management to consider the risks of, and risk

management in, each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Board of Directors and its committees.

In connection with this responsibility, members of management provide regular reports to the Board of Directors regarding business operations and strategic planning, financial planning and budgeting and regulatory matters, including any material risk to our company related to such matters.

11 unchanged sentences

We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board of Directors’ leadership structure, which also emphasizes the independence of our Board of Directors in its oversight of our business and affairs, supports this approach .

The board of directors and its committees meet at regularly scheduled and special meetings throughout the year at which management reports to the board concerning the results of our risk management activities, as well as external changes that may change the levels of business risk to which we are exposed.

T he Board of Directors and its committees meet at regularly scheduled and special meetings throughout the year at which management reports to the board concerning the results of our risk management activities, as well as external changes that may change the levels of business risk to which we are exposed.

At each regular meeting of our Board of Directors, the chairperson of each committee reports to the full board regarding the matters reported and discussed at any committee meetings, including any matters related to risk assessment or risk management.

1 unchanged sentence

In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

In connection with the ongoing COVID-19 pandemic, the Audit Committee and management, has monitored our efforts to mitigate business continuity, financial, human capital, and cybersecurity risk exposures associated with the pandemic.

Board Committees

1 unchanged sentence

Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter, the adequacy of which each respective committee regularly reviews and reassesses.

A copy of each charter is available under the heading “Corporate Governance” of the Investor Relations section of our website at https://investor.armatapharma.com/corporate-governance.

A copy of each charter is available under the heading “Corporate Governance” of the Investor

Relations section of our website at https://investor.armatapharma.com/corporate-governance.

Our board of directors may establish additional committees from time to time in accordance with our bylaws.

Below is a description of each committee of the Board of Directors.

The board of directors has determined that each member of each committee meets the applicable NYSE American exchange rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to our company.

The Board of Directors has determined that each member of each committee meets the applicable NYSE American exchange rules and regulations regarding “independence” and each member is free of any relationship that would impair the member’s individual exercise of independent judgment with regard to our Company.

Audit Committee

Our Audit Committee currently consists of Robin Kramer (Chair) and Dr.

The board of directors reviews the NYSE American exchange listing standards definition of independence for Audit Committee members on an annual basis and has determined that each of the members of our Audit Committee satisfies the NYSE American exchange listing requirements and SEC independence requirements.

The Board of Directors reviews the NYSE American exchange listing standards definition of independence for Audit Committee members on an annual basis and has determined that each of the members of our Audit Committee as of the record date satisfies the NYSE American exchange listing requirements and SEC independence requirements.

Our Audit Committee consists of Robin C.

Kramer (chair) and Todd C.

Our Board of Directors has determined that Ms.

Kramer qualifies as an audit committee financial expert within the meaning of SEC regulations.

In making this determination, our Board of Directors has considered Ms.

Kramer’s formal education and previous and current experience in financial roles.

Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

The primary purpose of the Audit Committee is to oversee our corporate accounting and financial reporting processes and audits of its financial statements.

11 unchanged sentences

● reviewing on a periodic basis our investment policy;

● reviewing annually the company’s Code of Conduct and Ethics;

● reviewing and evaluating on an annual basis its own performance, including its compliance with its charter.

26 unchanged sentences

● identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board of Directors;

● assessing the performance of management and the board of directors, including board committees, seeking input from senior management, the full board of directors and others, which assessment shall include, among other things, an evaluation of the board’s contribution as a whole and overall board composition and makeup, including the reelection of current board members;

● assessing the performance of management and the Board of Directors, including board committees, seeking input from senior management, the full Board of Directors and others, which assessment shall include, among other things, an evaluation of the Board of Directors’ contribution as a whole and overall Board of Directors composition and makeup, including the reelection of current Board of Directors members;

● evaluating, nominating and recommending individuals for membership on our Board of Directors;

7 unchanged sentences

Section 23B.08.560 of the Washington Business Corporation Act authorizes a corporation, if authorized by its articles of incorporation or by a provision in the corporation’s bylaws approved by its stockholders, to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations imposed by Sections 23B.08.510 through 23B.08.550;

provided that no such indemnity shall indemnify any director from or on account of (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of the director finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act (which section relates to unlawful distributions) or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

provided that no

such indemnity shall indemnify any director from or on account of (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of the director finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act (which section relates to unlawful distributions) or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

Article 11 of our current articles of incorporation, provides that, to the fullest extent that the Washington Business Corporation Act permits the limitation or elimination of the liability of a director, a director shall not be liable to us or our stockholders for monetary damages for conduct as a director.

9 unchanged sentences

At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Code of Ethics

We have adopted a code of ethics for directors, officers (including our principal executive officer and principal financial and accounting officer) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available at our website at https://www.armatapharma.com under the Corporate Governance section of our Investor Relations page.

We will promptly disclose on our website (i) the nature of any amendment to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial and accounting officer, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who granted the waiver, and the date of the waiver.

DELINQUENT SECTION 16(A) REPORTS

3 unchanged sentences

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our directors and officers that no other reports were required, during the fiscal year ended December 31, 2022, all of our directors, officers and greater than 10% stockholders complied with the Section 16(a) filing requirements.

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer, principal accounting officer and controller) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at http://www.Armatabio.com under the Corporate Governance section of our Investor Relations page.

We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

EXECUTIVE COMPENSATION

4 unchanged sentences

◾ Brian Varnum, Ph.D., Chief Executive Officer;

◾ Steve Martin, Senior Vice President and Chief Financial Officer

◾ Mina Pastagia, M.D., Senior Vice President, Clinical Development

◾ Erin Butler, Vice President, Finance and Administration

Summary Compensation Table

6 unchanged sentences

Brian Varnum, Ph.

Chief Executive Officer (former President and Chief Development Officer) (2)

Chief Financial Officer

Former Chief Executive Officer (3)

(1) In accordance with SEC rules, this column represents the aggregate grant date fair value of the option awards granted and incremental expenses as a result of modifications during 2021 and 2020 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in Note 14 to the consolidated

financial statements included in this Annual Report.

These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

Varnum was promoted to Chief Executive Officer effective on August 2, 2021.

Patrick retired from his role as Chief Executive Officer on August 2, 2021.

He continues to serve as a Board member of the Company.

See the section Agreements with our Names Executive Officers for the terms of his Advisory Compensation subsequent to August 2, 2021.

Chief Executive Officer

Mina Pastagia, M.D.

Senior Vice President, Clinical Development (2)

Vice President, Finance & Administration (3)

Former Chief Financial Officer (4)

(1) In accordance with SEC rules, this column represents the aggregate grant date fair value of the option awards granted during 2022 and 2021 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in Note 13 to the consolidated financial statements included in this Annual Report.

amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

Pastagia was appointed Chief Medical Officer in January 2023.

Prior to that, she served as Senior Vice President of Clinical Development since October 2020.

See the section “ Agreements with our Named Executive Officers ” for the terms of her compensation.

Butler was appointed to serve as Vice President, Finance and Administration on April 1, 2022 and Principal Financial and Accounting Officer effective July 1, 2022.

Prior to her appointments, Ms.

Butler served as the Company’s Senior Director, Corporate Controller since 2017.

See the action Agreements with our Named Executive Officers for the terms of her compensation.

Martin retired from his role as Chief Financial Officer on June 30, 2022.

See the section Agreements with our Named Executive Officers for terms of his advisory compensation subsequent to June 30, 2022.

The base salaries of the named executive officers in 2022, as applicable, were generally determined and approved by the board of directors, based on the recommendation of the Compensation Committee.

Varnum’s annual base salary for the period January 1, 2020 through August 2, 2021 was $437,500.

Effective August 2, 2021 with the promotion to Chief Executive Officer, Dr.

Varnum’s annual base salary was adjusted to $500,000.

Martin’s annual base salary for 2021 was $370,800.

Varnum’s annual base salary for 2022 was $525,000.

Pastagia’s annual base salary for 2022 was $420,000.

Butler’s annual base salary was $230,000 for the period January 1, 2022 through March 31, 2022.

Effective April 1, 2022 with the promotion to Vice President, Finance and Administration, Ms.

Butler’s annual base salary was adjusted to $290,000.

In addition to base salaries, the named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals.

3 unchanged sentences

Varnum was eligible to receive an annual performance-based bonus for 2022 equal to, at target, 50% of his earned salary based on our achievement of certain performance goals.

Martin was eligible to receive an annual performance-based bonus for 2021 equal to, at target, 40% of his annual salary based on our achievement of certain performance goals.

Patrick, under the terms of his August 9, 2021 advisory letter agreement was eligible to receive an annual performance-based bonus for 2021 equal to, at target, 50% of his annual salary based on our achievement of certain performance goals as a Company.

Pastagia was eligible to receive an annual performance-based bonus for 2022 equal to, at target, 35% of her annual salary based on our achievement of certain performance goals.

Butler was eligible to receive an annual performance-based bonus for 2022 equal to, at target, 30% of her annual salary based on our achievement of certain performance goals.

The annual performance-based bonus opportunities are based entirely on the extent to which we achieved corporate goals relating to capital raising, partner and grant funding and progress with clinical development and manufacturing for the fiscal years ending December 31, 2022.

4 unchanged sentences

Varnum - $210,000;

Martin - $148,320 and Mr.

Patrick - $283,250.

These amounts are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Pastagia - $117,600, and Ms.

Butler - $66,000.

Martin retired from his position as Chief Financial Officer on June 30, 2022 and was not eligible to receive a 2022 performance-based bonus.

These amounts are listed in the “Bonus” column of the Summary Compensation Table.

Equity-Based Awards

8 unchanged sentences

For a discussion of the severance pay and other benefits that may be provided in connection with a termination of service and/or a change in control under the arrangements with the named executive officers, please see “Payments and Benefits upon Termination or Change in Control” below.

On August 1, 2021, Todd R.

Patrick, who had served as the Company’s Chief Executive Officer since May 2019, retired from day-to-day active management of the Company and resigned as CEO.

Patrick will continue to serve as an advisor to the Company’s CEO through December 31, 2022 and will continue to serve as a member of the Board of Directors (the “Board”) until at least the Company’s next Annual Meeting of Shareholders.

In connection with Mr.

Patrick’s retirement, Brian Varnum, Ph.D.

was appointed to serve as CEO of the Company and as a member of the Company’s Board.

On August 1, 2021, the Company and Dr.

Varnum entered into an amended employment agreement.

Varnum’s employment under the agreement is at will and is terminable by us or Dr.

Varnum at any time.

Under the terms of the agreement, Dr.

Varnum will be paid an annual base salary of $500,000 which may be further adjusted from time to time by the board of directors, and an annual target performance bonus of 50% of his annual salary based on our achievement of certain performance objectives.

Varnum currently receives an annual base salary of $525,000 which may be further adjusted from time to time by the board of directors, and an annual target performance bonus of 50% of his annual salary based on our achievement of certain performance objectives.

Varnum is also entitled to certain severance benefits as described below under the section entitled “Payments and Benefits upon Termination or Change in Control.”

On August 9, 2021, the Company and Mr.

Patrick entered into a advisory letter agreement, which amends his employment agreement and sets forth the terms and conditions of his continuing relationship with the Company.

On October 15, 2020, the Company and Dr.

Pastagia entered into an employment agreement.

Pastagia’s employment under the agreement is at will and is terminable by us or Dr.

Pastagia at any time.

Under the terms of the agreement, Dr.

Pastagia currently receives an annual base salary of $420,000 which may be further adjusted from time to time by the board of directors, and an annual target performance bonus of 35% of her annual salary based on our achievement of certain performance objectives.

Pastagia is also entitled to certain severance benefits as described below under the section entitled “Payments and Benefits upon Termination or Change in Control.”

On March 28, 2022, the Company and Ms.

Butler entered into an amended employment agreement.

Butler’s employment under the agreement is at will and is terminable by us or Ms.

Butler at any time.

Under the terms of the agreement, Ms.

Butler currently receives an annual base salary of $290,000 which may be further adjusted from time to time by the board of directors, and an annual target performance bonus of 30% of her annual salary based on our achievement of certain performance objectives.

Butler is also entitled to certain severance benefits as described below under the section entitled “Payments and Benefits upon Termination or Change in Control.”

On March 25, 2022, Steve R.

Martin notified the Company that he intended to retire as Senior Vice President and Chief Financial Officer of the Company effective as of June 30, 2022 and the Company and Mr.

Martin entered into an advisory letter agreement, which amends his employment agreement and sets forth the terms and conditions of his continuing relationship with the Company.

Under the terms of the advisory letter agreement, Mr.

Patrick receives an annual base salary of $566,500 through December 31, 2021, and then 50% of the 2021 base salary through December 31, 2022.

Patrick will also be eligible for an annual target performance bonus of 50% of paid salary for 2021 and 2022, based on our achievement of certain performance objectives.

He will also be eligible for all fringe benefit plans available to other employees through December 31, 2022.

Martin received an annual base salary of $389,340 and remained eligible for all fringe benefit plans available to other employees through December 31, 2022.

Martin was not eligible to receive grants of equity awards or to participate in the annual bonus program for the 2022 fiscal year.

Under the terms of the advisory letter agreement, Mr.

Patrick’s equity awards outstanding will continue to vest through December 31, 2022.

Martin’s equity awards will continue to vest through December 31, 2022.

Subject to completion of the advisory services through December 31, 2022, Mr.

Patrick will then receive full vesting in one-half of the then unvested equity held in the Company and all vested equity securities shall be exercisable in full for their full remaining term.

Patrick is also entitled to certain severance benefits as described below under the section entitled “Payments and Benefits upon Termination or Change in Control.” The letter agreement also provides that if the Company terminates Mr.

Patrick’s employment other than for cause prior to December 31, 2022, he will continue to receive his salary, bonus, and equity vesting from the date of termination through December 31, 2022.

Martin, our Chief Financial Officer, is subject to an employment agreement dated January 18, 2016, as amended on April 1, 2017.

Martin’s employment under the agreement is at will and is terminable by us or Mr.

Martin at any time.

Under the terms of the agreement, Mr.

Martin currently receives an annual base salary of $370,800 through December 31, 2021, and an annual target performance bonus of 40% of his annual salary based on our achievement of certain performance objectives.

Martin retained his position as Chief Financial Officer following the Merger, and the terms of his offer letter agreement remain as described herein.

Martin is also entitled to certain severance benefits as described below under the section entitled “Payments and Benefits upon Termination or Change in Control.”

Martin then received full vesting in one half of the then unvested Company stock options and all vested equity securities shall be exercisable in full for their full remaining term.

The advisory letter agreement replaces and supersedes

the offer letter agreement between Mr.

Martin and the Company dated as of January 18, 2016, as amended as of April 1, 2017.

Payments and Benefits upon Termination or Change in Control

Under the terms of the amended offer letter agreement with Dr.

Varnum, if Dr.

Varnum is terminated without cause or resigns for good reason (in each case as defined in the agreement), then he will be entitled to severance payments equal to six months of continued base salary, and additionally, if such termination or resignation occurred in connection with a change in control, full acceleration of his time-based equity awards, provided that in either case, he provided the Company with an effective release of claims.

Under the terms of the offer letter agreements with Mr.

Martin is entitled to receive 12 months of continued base salary if his employment with us was terminated without cause or if he resigned for good reason, and additionally, if such termination or resignation occurred in connection with a change in control, full acceleration of his equity awards, provided that in either case he provided us with an effective release of claims.

Under the terms of the advisory letter agreement, if Mr.

Patrick is terminated without Cause then he will be entitled to severance payments equal to his remaining cash compensation amounts under the advisory letter agreement and his vested equity benefits, also as described in the advisory letter agreement.

Under the terms of his amended offer letter agreement, if Dr.

Under the terms her amended offer letter agreement, if Dr.

Pastagia is terminated without cause or resigns for good reason (in each case as defined in the agreement), then she will be entitled to severance payments equal to six months of continued base salary, and additionally, if such termination or resignation occurred in connection with a change in control, full acceleration of her time-based equity awards, provided that in either case, she executes an effective release of claims.

Under the terms her amended offer letter agreement, if Ms.

Butler is terminated without cause or resigns for good reason (in each case as defined in the agreement), then she will be entitled to severance payments equal to six months of continued base salary, and additionally, if such termination or resignation occurred in connection with a change in control, full acceleration of her time-based equity awards, provided that in either case, she executes an effective release of claims.

All of the named executive officers held stock options under our equity incentive plans that were granted subject to the general terms of our equity incentive plans and form of stock option agreements.

The specific vesting terms of each of the named executive officer’s stock options are described below under “Outstanding Equity Awards at Fiscal Year End.”

The specific vesting terms of each of the named executive officer’s stock options are described below under “— Outstanding Equity Awards at Fiscal Year End.” If within 1 month prior to, or within 12 months after, a change in control, the named executive officer is terminated due to an involuntary termination (not including death or disability) without cause or due to a voluntary termination with good reason, then any unvested stock options held by that officer will vest in full.

If within 1 month prior to, or within 12 months after, a change in control, the named executive officer is terminated due to an involuntary termination (not including death or disability) without cause or due to a voluntary termination with good reason, then any unvested stock options held by that officer will vest in full.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information regarding all outstanding equity awards held by the named executive officers as of December 31, 2021 and our former Chief Executive Officer, Todd Patrick, who retired effective

August 2, 2021 and is serving in an advisory role through December 31, 2022.

The following table sets forth certain information regarding all outstanding equity awards held by the named executive officers as of December 31, 2022.

(#) Exercisable

Unexercisable

(1) Twenty percent of the shares vest one year after grant date, with the balance vesting in equal monthly installments thereafter over the next four years, subject to continued service.

(2) Fifty percent of the shares vest each anniversary of the grant date, subject to continued service and the potential vesting acceleration described in the option agreement.

(1) Twenty-five percent of the shares vest one year after grant date, with the balance vesting in equal monthly installments thereafter over the next four years, subject to continued service and the potential vesting acceleration described in the option agreement.

(2) Twenty-five percent of the shares vest on each anniversary of the grant date, subject to continued service and the potential vesting acceleration described in the option agreement.

(3) Fifty percent of the shares vest on each anniversary of the grant date, subject to continued service and the potential vesting acceleration described in the option agreement

Equity Incentive Plans

2016 Equity Incentive Plan

The 2016 Plan was approved by our board of directors in April 2016 and subsequently approved by the stockholders in June 2016, and was most recently amended and restated effective as of May 8, 2019, to reflect our name change and the reverse split, as well as to increase the share reserve by 987,355 shares, for a total share reserve of 1,213,917 on a post-reverse split basis.

The 2016 Plan was approved by our board of directors in April 2016 and subsequently approved by the stockholders in June 2016, and was most recently amended and restated effective as of May 8, 2019.

We continue to grant awards under the 2016 Plan.

2 unchanged sentences

Employee Stock Purchase Plan

Additional long-term equity incentives are provided through the employee stock purchase plan (“ESPP”), which became effective in connection with our 2016 Annual Meeting of Shareholders in May 2016 and which we continue to use pursuant to the terms described herein.

Additional long-term equity incentives are provided through the employee stock purchase plan (“ESPP”), which became effective in connection with our 2016 Annual Meeting of Stockholders in May 2016 and which we continue to use pursuant to the terms described herein.

The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

6 unchanged sentences

Non-Employee Director Compensation

The following table and related footnotes show the compensation paid during the year ended December 31, 2021 to our non-employee directors, other than Mr.

Patrick, whose 2021 compensation is set forth under “Summary Compensation Table” above.

The following table and related footnotes show the compensation paid during the year ended December 31, 2022 to our non-employee directors.

Awards ($) (1)

2 unchanged sentences

Odysseas Kostas

Todd Patrick (2)

Todd Peterson

Richard Bastiani (2)

(1) In accordance with SEC rules, this column represents the aggregate grant date fair value of the option awards granted during 2022 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions.

7 unchanged sentences

Todd Peterson

Richard Bastiani (2)

(2) Resigned as a director on June 6, 2021.

In September 2015, the board of directors approved a revised compensation structure for non-employee directors and following the Merger the new members of our board of directors elected to retain the current cash compensation schedule.

Todd Patrick retired from the Board of Directors effective November 15, 2022.

In September 2015, the board of directors approved a revised compensation structure for non-employee directors and the board of directors elected to retain the current cash compensation schedule in May 2019.

In 2022, the chairman of our board of directors received an annual cash retainer of $70,000 and each other non-employee director received an annual cash retainer of $40,000.

2 unchanged sentences

For the Nominating and Corporate Governance Committee, the committee chair received an additional annual cash retainer of $8,000 and each member received an additional annual cash retainer of $4,000 .

Employee Benefit Matters

Under the terms of the Agreement and Plan of Merger and Reorganization, dated January 3, 2019, as amended on March 25, 2019, by and among AmpliPhi, a wholly owned subsidiary of AmpliPhi and C3J (the “Merger Agreement”), for purposes of vesting, eligibility to participate, and level of benefits under the employee benefit plans, programs, contracts or arrangements of us or any of our subsidiaries (including, following the effective time of the Merger, C3J and its subsidiary), each employee who continued to be employed by us, C3J or any of our or its respective subsidiaries immediately following the Merger was credited with his or her years of service with us, C3J or any of our or its respective subsidiaries and their respective predecessors.

Limitation of Liability and Indemnification

Sections 23B.08.510 and 23B.08.570 of the Washington Business Corporation Act authorize Washington corporations to indemnify directors and officers under certain circumstances against expenses (including legal expenses) and liabilities incurred in legal proceedings in which they are involved by reason of being a director or officer, as applicable.

Section 23B.08.560 of the Washington Business Corporation Act authorizes a corporation, if authorized by its articles of incorporation or by a provision in the corporation’s bylaws approved by its stockholder s, to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations imposed by Sections 23B.08.510 through 23B.08.550;

provided that no such indemnity shall indemnify any director from or on account of (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of the director finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act (which relates to unlawful distributions) or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

4 unchanged sentences

We have also entered into indemnification agreements with our executive officers and directors that provide for the indemnification of directors and executive officers to the fullest extent permitted by the Washington Business Corporation Act against expenses reasonably incurred by such persons in any threatened, pending or completed action, suit, investigation or proceeding in connection with their service as (i) a director or officer of us or (ii) a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, at our request.

In addition, we are obligated to advance expenses pursuant to the indemnification agreements under certain circumstances, and the agreements also provide for procedural protections, including a determination by a reviewing party as to whether the indemnitee is permitted to be indemnified under applicable law.

In addition, we are obligated to advance expenses pursuant to the indemnification agreements

under certain circumstances, and the agreements also provide for procedural protections, including a determination by a reviewing party as to whether the indemnitee is permitted to be indemnified under applicable law.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties.

24 unchanged sentences

Kramer (Director)

Patrick (Director)

Peterson, Ph.D.

2 unchanged sentences

(Chief Executive Officer)

Martin (Chief Financial Officer)

Duane Morris (Vice President of Operations)

Mina Pastagia, M.D.

(Senior Vice President, Clinical Development)

Erin Butler (Vice President, Finance and Administration)

All current executive officers and directors as a group (9 persons)

Represents beneficial ownership of less than 1%.

(1) The shares listed were reported on a Form 4 filed with the SEC on February 11, 2022, with respect to shares of common stock held by Innoviva, Inc.

(1) The shares listed were reported on a Schedule 13D/A filed with the SEC on January 10, 2023, with respect to shares of common stock held by Innoviva, Inc.

and Innoviva Strategic Opportunities, LLC.

1 unchanged sentence

holds 8,710,800 shares of common stock and warrants to acquire an additional 8,710,800 shares of common stock.

Innoviva Strategic Opportunities, LLC holds 10,980,761 shares of common stock and warrants to acquire an additional 7,961,243 shares of common stock.

Innoviva Strategic Opportunities, LLC holds 16,365,969 shares of common stock, warrants to acquire an additional 10,653,847 shares of common stock, and 20,263,158 shares of common stock the entity has the right to acquire from us within 60 days of March 1, 2023, pursuant to a convertible credit agreement.

The principal business address of the reporting persons is c/o Innoviva, Inc., 1350 Old Bayshore Highway, Suite 400, Burlingame, CA 94010.

Innoviva designated Jules Haimovitz and Odysseas Kostas, M.D., two of the members of the board of directors of Innoviva, to serve on our Board.

Innoviva designated Jules Haimovitz and Odysseas Kostas, M.D., two of the members of the board of directors of Innoviva, to serve on the Board.

Additionally, Sarah Schlesinger, M.D., is a member of the board of directors of Innoviva.

3 unchanged sentences

(2) Consists of a) 46,500 shares of common stock that Mr.

Haimovitz has the right to acquire from us within 60 days of March 1, 2022 pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 10,980,761 shares of common stock and warrants exercisable for 7,961,243 shares of common stock held by Innoviva Strategic Opportunities, LLC.

Haimovitz has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 16,365,969 shares of common stock, warrants exercisable for 10,653,847 shares of common stock, and the right to acquire 20,263,158 shares of common stock pursuant to a convertible credit agreement held by Innoviva Strategic Opportunities, LLC.

Innoviva, Inc and Innoviva Strategic Opportunities, LLC are entities with which Mr.

3 unchanged sentences

(3) Consists of (a) 80,883 shares of common stock that Dr.

Kostas has the right to acquire from us within 60 days of March 1, 2022 pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 10,980,761 shares of common stock and warrants exercisable for 7,961,243 shares of common stock held by Innoviva Strategic Opportunities, LLC.

Kostas has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 16,365,969 shares of common stock, warrants exercisable for 10,653,847 shares of common stock, and the right to acquire 20,263,158 shares of common stock pursuant to a convertible credit agreement held by Innoviva Strategic Opportunities, LLC.

Innoviva, Inc and Innoviva Strategic Opportunities, LLC are entities with which Dr.

Kostas is affiliated due to his position as a director of Innoviva, Inc.

Kostas may be deemed to have shared voting and

dispositive power over the shares beneficially owned by Innoviva, Inc.

Kostas may be deemed to have shared voting and dispositive power over the shares beneficially owned by Innoviva, Inc.

and Innoviva Strategic Opportunities, LLC, but disclaims such beneficial ownership except to the extent of their pecuniary interest therein, if any.

1 unchanged sentence

Kramer has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options.

(5) Consists of (a) 74,473 shares of Common Stock, (b) 107,500 restricted shares of Common Stock, and (c) 244,918 shares of Common Stock that Mr.

Patrick has the right to acquire from us within 60 days of March 1, 2022 pursuant to the exercise of stock options.

(5) Consists of 80,883 shares of common stock that Dr.

Patti has the right to acquire from us within 60 days of March 1, 2022, pursuant to the exercise of stock optionss.

Patti has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options.

(6) Consists of 80,883 shares of common stock that Dr.

1 unchanged sentence

(7) Consists of (a) 80,883 shares of common stock that Dr.

Schlesinger has the right to acquire from us within 60 days of March 1, 2022 pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 10,980,761 shares of common stock and warrants exercisable for 7,961,243 shares of common stock held by Innoviva Strategic Opportunities, LLC.

Schlesinger has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options, (b) 8,710,800 shares of common stock and warrants exercisable for 8,710,800 shares of common stock held by Innoviva, Inc., and (c) 16,365,969 shares of common stock, warrants exercisable for 10,653,847 shares of common stock, and the right to acquire 20,263,158 shares of common stock pursuant to a convertible credit agreement held by Innoviva Strategic Opportunities, LLC.

Innoviva, Inc and Innoviva Strategic Opportunities, LLC are entities with which Dr.

1 unchanged sentence

Schlesinger may be deemed to have shared voting and dispositive power over the shares beneficially owned by Innoviva, Inc.

and Innoviva Strategic Opportunities, LLC, but disclaims such beneficial ownership except to the extent of their pecuniary interest therein, if any.

and Innoviva Strategic Opportunities, LLC, but disclaims such beneficial ownership except to the extent of their pecuniary interest therein, if an y .

(8) Consists of (a) 615 shares of common stock, (b) 30,591 restricted shares of common stock and (c) 414,418 shares of common stock that Dr.

Varnum has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options.

(10) Consists of (a) 26 shares of Common Stock and (b) 110,822 shares of Common Stock that Mr.

Martin has the right to acquire from us within 60 days of March 1, 2022, pursuant to the exercise of stock options.

(11) Consists of (a) 17,328 shares of Common Stock, (b) 8,816 restricted shares of Common Stock and (c) 63,240 shares of Common Stock that Mr.

Morris has the right to acquire from us within 60 days of March 1, 2022, pursuant to the exercise of stock options.

(9) Consists of (a) 43,310 shares of common stock and (b) 32,500 shares of common stock that Dr.

Pastagia has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options.

(10) Consists of 39,464 shares of common stock that Ms.

Butler has the right to acquire from us within 60 days of March 1, 2023, pursuant to the exercise of stock options .

(11) Represents beneficial ownership of our common stock held by our current directors and executive officers as a group as of March 1, 2023, including any options and warrants exercisable within 60 days of March 1, 2023.

11 unchanged sentences

2016 Equity Incentive Plan.

connection with the Merger, the Company assumed the C3J Jian, Inc.

In connection with the Merger, the Company assumed the C3J Jian, Inc.

Amended 2006 Stock Option Plan (the “Assumed 2006 Plan”) and the C3J Therapeutics, Inc.

2016 Stock Plan (the “Assumed 2016 Plan”).

These plans provided for stock option and restricted stock awards (“RSAs”) to C3J employees in years prior to the Merger with AmpliPhi.

These plans provided for stock

option and restricted stock awards (“RSAs”) to C3J employees in years prior to the Merger with AmpliPhi.

Pursuant to the Merger Agreement, all of the outstanding C3J stock options and restricted stock awards granted under the Assumed 2006 Plan and the Assumed 2016 Plan were converted into and became stock options and restricted stock awards in the Company.

In June 2019, the Company added 987,354 shares of common stock to the shares authorized for issuance under the 2016 Plan pursuant to an amendment to such plan approved by the Company’s shareholders at a special meeting held on May 8, 2019.

In June 2019, the Company added 987,354 shares of common stock to the shares authorized for issuance under the 2016 Plan pursuant to an amendment to such plan approved by the Company’s stockholders at a special meeting held on May 8, 2019.

In addition, 115,336 shares of common stock were automatically added to the shares authorized for issuance under the 2016 Plan on January 1, 2019 pursuant to an “evergreen” provision contained in the 2016 Plan.

20 unchanged sentences

To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors, director nominees and certain significant stockholders.

In considering related-person

transactions, our Audit Committee or other independent body of our board of directors takes into account the relevant available facts and circumstances including, but not limited to:

In considering related-person transactions, our Audit Committee or other independent body of our Board of Directors takes into account the relevant available facts and circumstances including, but not limited to:

● the risks, costs and benefits to us;

9 unchanged sentences

February 2020 Private Placement

On January 27, 2020, we entered into the Securities Purchase Agreement with Innoviva, pursuant to which the Company agreed to issue and sell to Innoviva, in a private placement, up to 8,710,800 newly issued shares of our common stock (the “Private Placement Shares”) and warrants (the “Common Warrants”) to purchase up to 8,710,800 shares of common stock, with an exercise price per share of $2.87 (the “Private Placement”).

Each share of common stock was sold together with one Common Warrant, and the per-unit purchase price is $2.87.

On January 27, 2020, we entered into the Securities Purchase Agreement with Innoviva, pursuant to which the Company agreed to issue and sell to Innoviva, in a private placement, up to 8,710,800 newly issued shares of our common stock (the “Private Placement Shares”) and warrants to purchase up to 8,710,800 shares of common stock, with an exercise price per share of $2.87 (the “Private Placement”).

Each share of common stock was sold together with one warrant, and the per-unit purchase price is $2.87.

First Closing :

5 unchanged sentences

Registration Rights Agreement and Investor Rights Agreement :

As part of the First Closing of the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) and an

investor rights agreement (the “Investor Rights Agreement”) with Innoviva.

Pursuant to the Registration Rights Agreement, on April 1, 2020, the Company filed a registration statement on Form S-3 covering the resale of the securities issued and sold pursuant to the Securities Purchase Agreement with the Commission, which was declared effective on April 8, 2020.

The Investor Rights Agreement provides that for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of our common stock on a fully-diluted basis, Innoviva has the right to designate two (2) directors to our board of directors and for so long as Innoviva and its affiliates hold at least 8% but less than 12.5% of the outstanding shares of Common Stock on a fully-diluted basis, Innoviva has the right to designate one (1) director to our board of directors, subject to certain qualifications and conditions in the Investor Rights Agreement.

As part of the First Closing of the Private Placement, the Company entered into a registration rights agreement and an investor rights agreement (the “Investor Rights Agreement”) with Innoviva.

Pursuant to such registration rights agreement, on April 1, 2020, the Company filed a registration statement on Form S-3 covering the resale of the securities issued and sold pursuant to the Securities Purchase Agreement with the SEC, which was declared effective on April 8, 2020.

of Common Stock on a fully-diluted basis, Innoviva has the right to designate one (1) director to our board of directors, subject to certain qualifications and conditions in the Investor Rights Agreement.

The Investor Rights Agreement also provides for participation rights for Innoviva to participate in our future offerings of equity securities.

January 2021 Private Placement

On January 26, 2021, we entered into the Securities Purchase Agreement with Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, (collectively, “Innoviva”), pursuant to which we agreed to issue and sell to Innoviva, in the 2021 Private Placement, 6,153,847 newly issued shares of our common stock (“Shares”) and warrants to purchase 6,153,847 shares of common stock (“Common Warrants”), with an exercise price per share of $3.25.

Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock at $3.25 per share.

On January 26, 2021, we entered into the Securities Purchase Agreement with Innoviva SO, a wholly-owned subsidiary of Innoviva, Inc.

(collectively, “Innoviva”), pursuant to which we agreed to issue and sell to Innoviva, in the 2021 Private Placement, 6,153,847 newly issued shares of our common stock and warrants to purchase 6,153,847 shares of common stock, with an exercise price per share of $3.25.

Each share of common stock was sold together with one warrant granting the warrant holder the right to purchase an additional share of common stock at $3.25 per share.

The January 2021 Private Placement occurred in two tranches.

1 unchanged sentence

The First Closing occurred on January 26, 2021.

Innoviva purchased 1,867,912 Shares and Common Warrants to purchase 1,867,912 shares of common stock for an aggregate purchase price of approximately $6.1 million.

Innoviva purchased 1,867,912 shares and warrants to purchase 1,867,912 shares of common stock for an aggregate purchase price of approximately $6.1 million.

Second Closing :

The Second Closing occurred on March 17, 2021.

Innoviva purchased 4,285,935 Shares and Common Warrants to purchase 4,285,935 shares of common stock for an aggregate purchase price of approximately $13.9 million.

Innoviva purchased 4,285,935 shares and warrants to purchase 4,285,935 shares of common stock for an aggregate purchase price of approximately $13.9 million.

Registration Rights Agreement and Investor Rights Agreement:

As part of the First Closing of the 2021 Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) and an amended and restated investor rights agreement (the “Amended and Restated Investor Rights Agreement”) with Innoviva.

Pursuant to the Registration Rights Agreement, we must file a registration statement on Form S-1 or Form S-3 (the “Shelf Registration Statement”) covering the resale of the securities issued and sold pursuant to the Securities Purchase Agreement with the Commission on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), or if Rule 415 is not available for offers and sales of such securities, by such other means of distribution of such securities as Innoviva may reasonably specify.

We must use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (i) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (ii) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (iii) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement, subject to certain exceptions..

The Amended and Restated Investor Rights Agreement provides that for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of common stock of Armata on a fully-diluted basis, Innoviva shall have the right to designate two (2) directors to our board of directors and for so long as Innoviva and its affiliates hold at least 8%, but less than 12.5%, of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva shall have the right to designate one (1) director, subject to certain conditions and qualifications set

forth in the A&R IRA.

As part of the First Closing of the 2021 Private Placement, we entered into a registration rights agreement and an amended and restated investor rights agreement (the “A&R IRA”) with Innoviva.

Pursuant to such Registration Rights Agreement, on May 13, 2021, the Company filed a registration statement on Form S-3 covering the resale of the securities issued and sold pursuant to such Securities and Purchase Agreement with the SEC, which was declared effective on May 20, 2021.

The A&R IRA provides that for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of common stock of Armata on a fully-diluted basis, Innoviva shall have the right to designate two directors to our Board of Directors and for so long as Innoviva and its affiliates hold at least 8%, but less than 12.5%, of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva shall have the right to designate one director, subject to certain conditions and qualifications set forth in the A&R IRA.

The A&R IRA also provides Innoviva with certain subscription rights in the event of any new issuances.

October 2021 Private Placement

On October 28, 2021, the Company entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, the Company’s partner for its lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc.

INVA) (collectively, “Innoviva”) for the private placement of newly issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”).

Pursuant to the October 2021 Securities Purchase Agreement, the Company issued and sold 909,091 shares to CFF and 1,212,122 shares to Innoviva, each at a per share price of $3.30 (the “October 2021 Private Placements”).

On October 28, 2021, the Company entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, the Company’s partner for its lead Phase 1b/2a clinical development program, and Innoviva SO, a wholly-owned subsidiary of Innoviva, Inc., for the private placement of newly issued shares of common stock of the Company.

Pursuant to the October 2021 Securities Purchase Agreement, the Company issued and sold 909,091 shares to CFF and 1,212,122 shares of its common stock to Innoviva, each at a per share price of $3.30 (the “October 2021 Private Placements”).

Registration Rights Agreement and Investor Rights Agreement:

As part of the October 2021 Private Placement, the Company also entered into a registration rights agreement (the “October 2021 Registration Rights Agreement”) with the Purchasers.

Pursuant to the October 2021 Registration Rights Agreement, the Company must file a registration statement on Form S-1 or Form S-3 (the “Shelf Registration Statement”) covering the resale of the securities issued and sold pursuant to the Securities Purchase Agreement with the U.S.

Securities and Exchange Commission (the “Commission”) on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or if Rule 415 is not available for offers and sales of such securities, by such other means of distribution of such securities as the Purchasers may reasonably specify.

The Company must use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (i) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (ii) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (iii) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement, subject to certain exceptions.

The Company also entered into an Amended and Restated Voting Agreement with Innoviva (the “October 2021 Voting Agreement”), pursuant to which Innoviva agreed not to vote or take any action by written consent with respect to shares of common stock of the Company held by Innoviva, or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock issued and outstanding of the Company as of any given record date for voting (such shares, the “Excess Shares”) on matters related to the election of directors to the Board or removal of directors from the Board (“Board Matters”) presented at any meeting of the stockholders of the Company (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board authorizes Innoviva to vote such Excess Shares with respect to Board Matters.

Pursuant to the October 2021 Registration Rights Agreement, on March 29, 2022, the Company filed a registration statement on Form S-3 covering the resale of the securities issued and sold pursu pursuant to the Securities Purchase Agreement with the SEC, which was declared effective on April 6, 2022.

The Company also entered into an Amended and Restated Voting Agreement with Innoviva (the “October 2021 Voting Agreement”), pursuant to which Innoviva agreed not to vote or take any action by written consent with respect to shares of common stock of the Company held by Innoviva, or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock issued and outstanding of the Company as of any given record date for voting (such shares, for purposes of this paragraph, the “Excess Shares”) on matters related to the election of directors to the Board of Directors or removal of directors from the Board of Directors (for the purposes of this paragraph, “Board Matters”) presented at any meeting of the stockholders of the Company (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board of Directors authorizes Innoviva to vote such Excess Shares with respect to Board Matters.

Februay 2022 Private Placement

On February 9, 2022, the Company entered into a securities purchase agreement to sell its common stock and warrants to Innoviva (“February 2022 Private Placement”).

The gross proceeds to the Company from the transaction are expected to be $45 million, before deducting estimated offering expenses.

Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva will purchase 9,000,000 newly issued shares of the Company’s common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of common stock, with an exercise price of $5.00 per share.

The stock purchases are expected to occur in two tranches.

Upon execution, Innoviva purchased approximately 3,614,792 shares of common stock and warrants to purchase 1,807,396 shares of common stock for an aggregate purchase price of $18.1 million.

At the closing of the second tranche, upon the Company’s stockholders voting in favor of the transaction, Innoviva will purchase 5,385,208 shares of common stock and warrants to purchase 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million.

Subject to the satisfaction of certain closing conditions, including the approval of the Company’s stockholders, the second

closing contemplated by the securities purchase agreement is expected to occur near the end of the first quarter of 2022.

The gross proceeds to the Company from the transaction were $45 million, before deducting estimated offering expenses.

Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva agreed to purchase 9,000,000 newly issued shares of our common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of our common stock, with an exercise price of $5.00 per share.

The stock purchases were completed in two tranches.

On February 9, 2022, Innoviva purchased 3,614,792 shares of common stock and warrants to purchase 1,807,396 shares of common stock for an aggregate purchase price of approximately $18.1 million.

On March 31, 2022, upon our stockholder s voting in favor of the transaction, Innoviva purchased approximately 5,385,208 shares of common stock and warrants to purchase approximately 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million.

Registration Rights Agreement and Investor Rights Agreement:

As part of the first closing of the February 2022 Private Placement, the Company entered into an amended and restated investor rights agreement (the “A&R IRA”), which amended and restated in its entirety that certain Investor Rights Agreement, dated February 12, 2020, as amended and restated as of January 26, 2021, by and among Innoviva, Innoviva, Inc.

As part of the first closing of the February 2022 Private Placement, the Company entered into an amended and restated investor rights agreement (the “Second A&R IRA”), which amended and restated in its entirety that certain Investor Rights Agreement, dated February 12, 2020, as amended and restated as of January 26, 2021, by and among Innoviva, Innoviva, Inc.

and the Company.

Pursuant to the A&R IRA, for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate two directors to the board of directors of the Company (the “Board”) and for so long as Innoviva and its affiliates hold at least 8%, but less than 12.5%, of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate one director to the Board, subject to certain conditions and qualifications set forth in the A&R IRA.

The A&R IRA also provides Innoviva and its affiliates with certain subscription rights in the event of any new issuances .

The Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Innoviva.

Pursuant to the Registration Rights Agreement, the Company must file a registration statement on Form S-1 or Form S-3 (the “Shelf Registration Statement”) covering the resale of the securities issued and sold pursuant to the Securities Purchase Agreement with the U.S.

Pursuant to the Second A&R IRA, for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate two directors to the Board of Directors of the Company and for so long as Innoviva and its affiliates hold at least 8%, but less than 12.5%, of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate one director to the Board of Directors, subject to certain conditions and qualifications set forth in the Second A&R IRA.

The Second A&R IRA also provides Innoviva and its affiliates with certain subscription rights in the event of any new issuances .

The Company also entered into a registration rights agreement with Innoviva.

Pursuant to the Registration Rights Agreement, on May 16, 2022, the Company filed a registration statement on Form S-3 covering the resale of the securities issued and sold pursuant such Securities Purchase Agreement with the SEC, which was effective on May 31, 2022.

The Company also entered into an amended and restated voting agreement with Innoviva and Innoviva, Inc.

(the “Voting Agreement”), which amended and restated in its entirety that certain Voting Agreement dated January 26, 2021, as amended and restated as of October 28, 2021, pursuant to which Innoviva and its affiliates agreed not to vote or take any action by written consent with respect to shares of common stock of the Company held by Innoviva or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock voting with respect to certain matters (such shares, the “Excess Shares”) related to the election of directors to the Board, removal of directors from the Board or amendment of the bylaws of the Company to reduce the maximum number of directors or set the number of directors who may serve on the Board (“Board Matters”) presented at any meeting of the stockholders of the Company (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board authorizes Innoviva or its affiliates to vote such Excess Shares with respect to Board Matters .

Change in Control and Severance Benefits Arrangements

We have entered into certain change in control and severance benefits arrangements with our officers, as more fully described in the section above entitled “Executive Compensation.”

(the “February 2022 Voting Agreement”), which amended and restated in its entirety that certain Voting Agreement dated January 26, 2021, as amended and restated as of October 28, 2021, pursuant to which Innoviva and its affiliates agreed not to vote or take any action by written consent with respect to shares of common stock of the Company held by Innoviva or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock voting with respect to certain matters (such shares, for purposes of this paragraph, the “Excess Shares”) related to the election of directors to the Board of Directors, removal of directors from the Board of Directors or amendment of the bylaws of the Company to reduce the maximum number of directors or set the number of directors who may serve on the Board of Directors (for the purposes of this paragraph,

“Board Matters”) presented at any meeting of the stockholders of the Company (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board of Directors authorizes Innoviva or its affiliates to vote such Excess Shares with respect to Board Matters .

Director and Executive Officer Compensation

15 unchanged sentences

All audit services provided by Ernst & Young LLP for the periods presented were pre-approved by the Audit Committee.

Financial Statements.

We have filed the following documents as part of this Annual Report:

(1) The following is an index of the financial statements required by this item that are included in this Form 10-K:

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

(2) Financial Statement Schedules.

Financial statement schedules are not included herein as the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and accompanying notes included in this Form 10-K

(3) Exhibits.

The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report.

Form 10-K Summary

Exhibit Index

47 unchanged sentences

Form of Indemnity Agreement with the Company’s Directors and Executive Officers (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2016).

Offer Letter, dated as of January 18, 2016, by and between the Company and Steve R.

Martin (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2016).

Amendment to Offer Letter Agreement, dated April 1, 2017, by and between the Company and Steve R.

Martin (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 4, 2017).

Employment Agreement, dated October 1, 2018, between C3J Therapeutics, Inc.

Patrick (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2019).

Amendment to Employment Agreement, dated as of January 16, 2019, between C3J Therapeutics, Inc.

Patrick (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2019).

Form of Director Appointment Letter (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2019).

13 unchanged sentences

(incorporated herein by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021) .

Amended Employment Agreement, dated August 9, 2021 between Armata Pharmaceuticals, Inc.

and Todd Patrick (incorporated herein by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021)

Securities Purchase Agreement, dated October 29, 2021, by and among the Company, Innoviva, and CFF (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 29, 2021) .

9 unchanged sentences

Second Amended and Restated Voting Agreement, dated February 9, 2022, by and among the Company and Innoviva (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2022).

Advisory Agreement, dated March 28, 2022, between the Company and Mr.

Martin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2022).

Employment Agreement, dated March 28, 2022, between the Company and Ms.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2022 )

Letter Agreement, dated December 14, 2022, by and between the Company and Todd R.

Patrick (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2022).

Secured Convertible Credit and Security Agreement, dated January 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 10, 2023).

Letter from PricewaterhouseCoopers LLP to the U.S.

18 unchanged sentences

* Indicates that certain identified information in the exhibit has been omitted because it is both (i) not material, and (ii) would likely cause competitive harm if publicly disclosed.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

/s/ Brian Varnum

Brian Varnum, Ph.D.

Chief Executive Officer

1 unchanged sentence

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Varnum, and Steve R.

Martin, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the U.S.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Varnum, and Erin Butler, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the U.S.

Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

3 unchanged sentences

March 16, 2023

Brian Varnum, Ph.D.

(Principal Executive Officer)

Chief Financial Officer

/s/ Erin Butler

Vice President, Finance and Administration

March 16, 2023

10 unchanged sentences

March 16, 2023

/s/ Todd Patrick

March 17, 2022

Peterson, Ph.D.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures